Employer to Employee Non Disclosure Agreement - Form

Non Disclosure Agreement

This NON-DISCLOSURE AGREEMENT (heinafter 'the Agreement') dated ________

BETWEEN

________ of ________

('The Employer')

AND

________

(The 'Employee')

(1) BACKGROUND

1.1. The Employee is presently in the employment of ________ in the role of ________ pursuant to the Contract of Employment signed between the parties on ________.

1.2. In the conduct of their employment, the Employee will be exposed to, receive or develop sensitive and proprietary information that is the property of the Employer and represents commercial value thereto.

1.3. The Employee in signing this Agreement acknowledge their legal obligation to refrain from disclosing information, material or knowledge of a proprietary or confidential nature as defined below (hereinafter 'Confidential Information').

1.4. The Agreement is made in consideration of the Contract of Employment between ________ and ________, signed ________.

(2) DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include the following:

2.1. Customer information: any knowledge, material or information regarding customers, including but not limited to customer personal or non-personal data, such as customer names, customer contract information, customer purchase information including the type and number of products or services purchased, leased or licensed,

2.2. Business operational and financial information: any knowledge material or information regarding business assets and liabilities, internal services or operations, internal systems for managing and conducting business, business contacts, vendor names and information.

2.3. Accounting Information: any knowledge, material or information pertaining to the Employer's accounts and financial status. Including all financial statements, balance sheets, annual reports, profit and loss reports, payroll, accounts receivable, information regarding fixed costs, business and or financial projections.

2.4. Production Processes Information: any knowledge, material or information pertaining to the Employer's processes and methods employed in the development, manufacturing and production of their product. Including equipment, devices, designs, programs.

2.5. Product Information: any knowledge, material or information pertaining to the Employer's products, including the design, specifications, models of current and future products.

2.6. Services Information: any knowledge, material or information pertaining to the Employer's current and projected services.

2.7. Marketing and Development Information: any knowledge, material or information pertaining to the Employer's strategic business planning, including marketing plans, price projections, cost projections, methods of obtaining business, marketing methods, existing or proposed bids.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore.

2.9. The obligation to refrain from disclosure binds the Employee irrespective of the form the communication of confidential information takes, whether it be written, recorded or orally expressed.

2.10. Communications and information comprising Confidential Information will be labeled as such.

(3) EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include the following:

3. 1. Information that is part of the public domain.

3.2. Information that is known to the Employee prior to its disclosure by the Employer.

3.3. Information acquired by the Employee through legitimate means independent of the Employer.

3.4. Information that the Employee has been authorised by the Employer to disclose.

(4) REPRESENTATIONS

4.1. In divulging Confidential Information as described above, the Employer makes no claim, expressly or impliedly as to completeness, adequacy or freedom from intellectual property infringement.

(5) OBLIGATIONS OF NON DISCLOSURE

5.1. The Employee undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and maintain Confidential Information in the strictest confidence.

5.2. The Employee shall refrain from making any public comment, statement or communication in respect of the without the express authorisation of the Employer.

5.3. In the event the Employee becomes aware of any real or potential unauthorised use disclosure of Confidential Information, they will immediately notify the Employer of the breach and take all reasonable measures in collaboration with the Employer to recover possession of this information or material.

5.4. The Employee agrees to maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unauthorised disclosure or acquisition.

5.5. The Employee submits to periodical reviews of their data protection and cyber security systems by the Employer to identify risks to information security.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing.

(6) NON COMPETE OBLIGATIONS

6.1. The Employer is not subjecting the Employee to non compete obligations under this Agreement.

(7) OWNERSHIP AND TITLE

7.1. Nothing in this Agreement grants the Employee any proprietary interest (trademark, copyright, patent or otherwise) in the information disclosed or license thereto.

7.2. The Employee in signing this Agreement accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Employer.

7.3. Nothing in this Agreement can be construed to establish a partnership or joint venture, the relationship existing between the Parties is that of Employer/Employee.

7.4. The Employee derives no financial or equitable rights or interests as a consequence of this Agreement, or their creation of Confidential Information which has a proprietary or commercial value. The consideration for the Employee's efforts is defined in a separate agreement, that is the Contract of Employment.

(8) GOVERNING LAW AND JURISDICTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of Ireland.

8.2. The Parties agree to submit to the exclusive jurisdiction of the courts of Ireland in respect of any dispute or matter arising out of or in connection with this Agreement.

8.3. This Agreement constitutes the entire agreement between the Parties in respect of the subject matter herein and supersedes all prior negotiations, representations or understandings, whether written or oral, save for the Contract of Employment between the Parties.

(9) DURATION OF NON DISCLOSURE AGREEMENT

9.1. The obligations defined in this Agreement are binding on the Employee for the following period of time ________ (________) months measured from the date on which this Agreement comes into effect, ________. The duration of the obligations of non disclosures are unaffected by the Employee's employment status with the Employer, such that if the Employee should cease to be engaged by the Employer before the expiration of ________ (________) months, they remain bound by the duties articulated in the Agreement.

(10) SEVERABILITY

10.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.

(11) REMEDIES

11.1. The Parties acknowledge that any unauthorised disclosure of confidential information cause significant and irreparable harm to the Employer, for which financial damages would be an inadequate remedy.

11.2. In the event of an unauthorised use, publication or sale of Confidential Information by the Employee, the Contract of Employment existing between the Parties is terminable at the Employer's behest.

11.3. In the event of a breach or threatened breach, the Employer is entitled to pursue all remedies available to them under the law, including but not limited to, specific performance, injunctive relief or other equitable relief.

(12) DISPUTE RESOLUTION

12.1. Any dispute, pertaining to the use, possession or disclosure of Confidential Information or otherwise connected to this Agreement, arising between the Employer and Employee should be first and foremost processed through the Employer's internal dispute resolution mechanism.

12.2. The Employer's chosen process for dispute resolution is as follows:

________

(13) DECLARATION

13.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable, effective as of the date of signing ________.

13.2. The Parties acknowledge that this Agreement is fair, reasonable and necessary to safeguard the legitimate business interests of the Employer.

13.3. In signing this Agreement, the Parties undertake to be wholly bound by its terms.

______________________

________

Job title: ________

an authorised signatory on behalf of ________

(the Employer)

_________________________

________

(the Employee)

on this date ________.